BEFORE THE OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO APPLICATION

BEFORE THE OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO IN THE MATTER OF THE APPLICATION OF WILLIAMS PRODUCTION RMT COMPANY FOR AN ORDER ESTABLISHING AN APPROXIMATE 160 ACRE DRILLING AND SPACING UNIT FOR THE MANCOS, NIOBRARA, FRONTIER, DAKOTA/CEDAR MOUNTAIN FORMATIONS UNDERLYING CERTAIN DESCRIBED LANDS IN GARFIELD COUNTY, COLORADO CAUSE NO. DOCKET NO. APPLICATION COMES NOW Williams Production RMT Company ("Applicant"), a Delaware corporation, by its attorneys, Beatty & Wozniak, P.C., and makes application to the Oil and Gas Conservation Commission of the State of Colorado for an order establishing an approximate one hundred sixty acre drilling and spacing unit for the drilling of a vertical exploratory well to test the Mancos, Niobrara, Frontier, Dakota/Cedar Mountain Formations (hereinafter collectively Deep Formations ) underlying the following described lands in Garfield County, Colorado: Township 7 South, Range 96 West, 6th P.M. Section 32: W/2E/2 (hereinafter Application Lands ) Should Applicant determine the vertical well to be successful, Applicant also requests the right to drill a horizontal well within the unit into one or more of the Deep Formations, such horizontal well to either be a recompletion of the vertical well or an entirely new well drilled within the unit. In support of its Application, Applicant avers and states as follows: 1. That Applicant is a corporation duly authorized to conduct business in the State of Colorado. 2. That Applicant owns a leasehold interest in the Deep Formations underlying the Application Lands. 3. That the Application Lands currently are not spaced as to the Deep Formations and are subject to the Commission s Rule 318 which provides that wells 2,500 feet or deeper shall be located not less than six hundred (600) feet from any lease line and not less than one thousand two hundred (1,200) feet from any other producible or drilling oil or gas well when drilling to the same common source of supply, unless authorized by order of the Commission upon hearing. 4. That because this is the first well drilled to the Deep Formations on the Application Lands and because very few Deep Formation wells have been drilled in the area of the Application Lands, the requested drilling and spacing unit should be designated an exploratory unit under the provisions of 34-60-116 of the Colorado Revised Statutes.

5. That the vertical well will not be completed down hole within the Deep Formations any closer than 600 feet to the drilling unit boundary. If the vertical well is reentered for the drilling of a horizontal well within one or more of the Deep Formations (or if an additional well is horizontally drilled within one or more of the Deep Formations), no portion of the horizontal lateral shall be completed within 600 feet of the drilling unit boundary. Further, the lateral of any new horizontal well drilled within the Deep Formations shall be drilled no closer than three hundred (300) feet from the wellbore of the vertical well drilled to the Deep Formations. 6. That the above-proposed spacing unit and drilling of the proposed exploratory well (to include a possible second well to be drilled horizontally) will allow exploration to take place of the Deep Formations, will not promote waste and will not violate correlative rights. 7. That the names and addresses of the interested parties according to the information and belief of the Applicant are set forth in Exhibit A attached hereto and made a part hereof. WHEREFORE, Applicant respectfully requests that this matter be set for hearing in October 2010; that notice be given as required by law and that upon such hearing this Commission enter its order consistent with Applicant's proposals as set forth above. Dated this 25th day of August, 2010. BEATTY & WOZNIAK, P.C. By: William A. Keefe 216 Sixteenth Street, Suite 1100 Denver, Colorado 80202-5155 303-407-4475

VERIFICATION STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) Christopher M. Walsh, of lawful age, being first duly sworn upon oath, deposes and says that he is a Senior Landman for Williams Production RMT Company and that he has read the foregoing Application and that the matters therein contained are true to the best of his knowledge, information and belief. Christopher M. Walsh Subscribed and sworn to before me this 25th day of August, 2010. Witness my hand and official seal. My commission expires: Notary Public

EXHIBIT A INTERESTED PARTIES Williams Production RMT Company Attn: Christopher M. Walsh 1515 Arapahoe St. Tower 3, Suite 1000 Denver, CO 80202 Attention: Steve Bennett 2300 River Frontage Road Attention: Lindsey Ellsworth 2300 River Frontage Road Attn: Lynn Rust 2850 Youngfield Street Lakewood, CO 80215 Attn: Hank Szymanski 2850 Youngfield Street Lakewood, CO 80215 Judith H. Jordan Garfield County 0375 County Road 352, Bldg 2060 Rifle, CO 81650 Kim Kaal Colorado Division of Wildlife 6060 Broadway Denver, CO 80216 Kent Kuster Colorado Department of Public Health & Environment 4300 Cherry Creek Drive South Denver, CO 80246-1530 EnCana Oil & Gas (USA), Inc. Attn: Rick Gallegos 370 17 th Street Suite 1700 Denver, Colorado 80202 Yates Petroleum Corporation Yates Drilling company Myco Industries ABO Petroleum Corporation 105 S. 4 th Street Artesia, NM 88210 Apollo Energy, LLC P.O. Box 280969 Lakewood, CO 80228-0969 Ivy Energy, Inc. Attn: Michael B. Burton 5110 South Yale, Suite 410 Tulsa, OK 74135 Union Pacific Railroad Company Attn: Gregg A. Larsen, Sr. Mgr. - RE 1400 Douglas Street, Stop 1690 Omaha, NE 68179-1690 Union Pacific Railroad Company c/o Farmer's National Company 403 South Cheyenne, Suite 800 Tulsa, OK 74102-3842 Specialty Restaurants Corporation 8191 East Kaiser Blvd. Anaheim, CA 92808 Stockton Restaurant Corporation 8191 East Kaiser Blvd. Anaheim, CA 92808 Exxon Mobil Corporation Attn: Dylan Boyer 396 West Greens Rd. CORP-WGR-706 Houston, TX 77067 Getty Oil and Exploration Company c/o Chevron North America Exploration and Production Company Attn: Walter Jones 1400 Smith St, Rm 42160 Houston, Texas 77002 Colorado Department of Transportation Attn: Anne Feeser 15285 South Golden Road, Bldg. 47 Golden, CO 80401 M. Carter Jolley, Jr. P.O. Box 284 Glenwood Springs, CO 81602 Linda C. Mahaffey 10514 Willow Park Green Houston, TX 77070 Gary Lee Mahaffey 4947 County Road 309 Parachute, CO 81635 Lyle Leon Mahaffey 13487 G Road Delta, CO 81416 Catherine A. Cera and Robert O Hara, j/t 1515 Hwy 6 Parachute, CO 81635 Steven W. and Sherry L. Keinath 0362 Panoramic Drive Steven Keinath 215 W. 24 th Street Rifle, CO 81650 Henry H. Gordon 10858 East Berry Place Englewood, CO 80111 Pamela Morris Cooper f/k/a Pamela Ann Morris 920 Meeker Street Fort Morgan, CO 80701 Musgrave Family LLL Partnership 629 West North Street Aspen, Colorado 81611 Fossil Creek Land Company P.O. Box 485 Mustang, OK 73064 Map0406 c/o Mineral Acquisition Partners, Inc. 101 N. Robinson Suite 1000 Oklahoma City, OK 71302-5514 Charles W. and Patty N. Brown, LLC P.O. Box 587 Marlow, OK 73055 Aspen Leaf, LLC P.O. Box 1488 Mustang, OK 73064 George B. Crain and Debra H. Crain Husband and Wife, as Joint Tenants 5446 W. Stone Circle Creek Drive Highland, UT 84003 Black Magic #2, LLC 1720 Bellaire Street, Suite 1209 Denver, CO 80222